Exhibit






Loan Numbers:
717610613
717610637
717610638








LOAN AGREEMENT


THIS LOAN AGREEMENT(the "Agreement") is made and entered into as of the 31st
day of December, 2012 (the "Effective Date"), by and among 734 CITRUS HOLDINGS, LLC, a  Florida  limited liability  company,  734 LMC GROVES,  LLC,  a Florida limited  liability company,  734  CO-OP  GROVES,  LLC,  a  Florida  limited  liability  company,  734  BLP GROVES, LLC, a Florida  limited  liability company,  and  734 HARVEST, LLC, a Florida limited liability company,  being collectively referred to as the "Borrower" (and unless otherwise provided the term "Borrower"  shall apply to each of said four limited liability companies both separately and collectively), jointly and severally, all having  an office and place of business  at 590 Madison Avenue, 26th    Floor, New York, New  York 10022 and PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC, a Delaware limited liability company, having an office  and place of business  at  801 Warrenville Road,  Suite  150, Lisle, Illinois 60532-1357 (referred to herein as the "Lender).


WITNESSETH:


WHEREAS, Borrower, on even date herewith, has executed (a) Promissory Note A to Lender in the amount of Fourteen Million Five Hundred Thousand and No/100 Dollars ($14,500,000.00) in lawful  money  of the United States  of America  ("Note A" and the  loan evidenced thereby known as Loan 717610613 being referred to as "Loan A"); (b) Promissory Note  B   to in the amount  of Fourteen  Million Five Hundred  Thousand and No/I 00 Dollars ($14,500,000.00) in lawful  money  of the United States of America (  "Note B" and the  loan evidenced thereby known as Loan 717610637 being referred to as "Loan B") and (c) Promissory Note C  to Lender in the amount of Five Million and No/I 00 Dollars ($5,000,000.00) in lawful money of the United States of America (   "Note C" and the loan evidenced thereby known as Loan 717610638 being referred to as "Loan C" and with such Note A, Note Band Note C being collectively referred to  as   the  "Note"  and Loan A, Loan  B and Loan C being collectively referred to as the "Loan");


WHEREAS, on even date herewith, the Borrower has executed that certain Mortgage and  Security Agreement  (the  "Security  Instrument")  in  seven  counterparts encumbering  the Premises, as defined herein, and other collateral described therein, in favor of Lender, to secure the Note and a counterpart of said Security Instrument is to be recorded on or about the date hereof in the Public Records of Collier, Hardee, Hendry, Highlands, Martin, Osceola and Polk Counties, Florida;


WHEREAS, on even date herewith, the Borrower has executed that certain Assignment of Leases and Rents (the "Assignment of Leases and Rents") in seven counterparts assigning to







Lender  certain  leases  and  rents  described  therein  to  secure  the  Note  and  which  Assignment   of Leases  and Rents  is to be recorded   on or about the date  hereof  in the Public  Records  of Collier, Hardee,  Hendry,  Highlands,   Martin,  Osceola  and Polk Counties,   Florida;  and


WHEREAS, the parties desire to set forth certain agreements as to the Loan.


IN CONSIDERATION OF the foregoing facts and other good and valuable consideration, the receipt  and sufficiency  of which  is hereby acknowledged,  and of the mutual covenants  and agreements contained in this Loan Agreement, the Borrower and the Lender agree as follows:


ARTICLE I DEFINITIONS


Section 1.1        Definitions.   For the purpose of this Agreement, the following terms shall have the respective meanings  specified in this Section 1.1 which apply to both the singular and plural forms of such terms:


"Account" shall mean account as defined in the UCC.


"Affiliate" shall mean  any Person directly or  indirectly  controlling, controlled  by, or under direct or indirect common control with any Person. A Person shall be deemed to control a corporation if such Person  possesses,  directly or indirectly,  the power to direct or cause  the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.


"Agreement" shall mean this agreement as originally executed by the parties hereto and all permitted  amendments,  supplements  and modifications  hereof,  including all exhibits  and schedules.


"Business Day"  shall  mean  each  Monday through  Friday  except for days  in  which commercial banks are not authorized to open or are required by law to close in the State in which the place designated by Lender for payments under the Note is located.


"Collateral" shall mean the Premises and all other property encumbered by the Security
Instrument and other Loan Documents and the products and proceeds thereof.


"Costs" shall mean all costs, expenses, losses and damages sustained or incurred by the Lender because of or as a result of any default or any one or more Events of Default of the Borrower under this Agreement,  the  Loan Documents or any of them, or in realizing  upon, protecting,  perfecting,  defending  or  enforcing,  or  any  combination  thereof,  the  rights  and remedies of the Lender under this Agreement, the Loan Documents, or any of them, including, without limitation, all attorney's fees and costs, including paralegal fees in all legal proceedings, including administrative, trial, appellate, probate, bankruptcy or any other legal or administrative proceeding, regardless of whether suit is brought, all environmental consultants and engineers fees and costs and all appraisers fees and costs.







"Crops"  shall  mean  all  growing  crops and future  crops  now  growing  or hereafter  grown on   the   Premises    or   any   part   thereof    whether   Fructus    Naturales    or   Fructus   Industriales ("Emblements")    including,    but   not   by  way  of  limitation,    all  citrus   crops,   row   crops   and vegetables,   whether   mature   or  immature   and  whether   now   owned   or  now  planted   and  now growing  on the Premises   or  any  part  thereof  or hereafter   acquired   or planted  and grown  on  the Premises  or any part thereof  and all by-products  thereof.




"Debt" shall mean  debt  as determined  and calculated  under  GAAP.


"Default  Rate"  shall  mean  the interest  rate specified  in the Note  A as  the Default  Rate  as to monetary  sums due thereunder,   the  interest  rate specified   in Note  B as the Default  Rate  as to monetary   sums  due  thereunder,   the  interest  rate  specified   in Note  C as the  Default  Rate  as to monetary   sums  due thereunder   and  as to other  sums  due  under  the  other  Loan  Documents,   the higher  of the Default  Rate under  Note  A, Note Band  Note  C ..


"Due Date"  shall  mean  the  date  any payment  of principal   or interest  is due  and payable on the Note.
"Effective  Date"  the  date of this Agreement  first set forth  above.
"Equipment" shall mean  equipment  as defined  in the  Security  Instrument.


"Event  of  Default"   shall  mean  an event  of  default   specified   in  this  Agreement   or  any other  Loan Document.


"Farm  Products"  shall  mean  farm products  as defined  in the UCC whether  now owned  or hereafter  acquired  including  but not by way of limitation,  Crops.


"Financing  Statements"   shall mean  any financing  statement  or statements  recorded  and/or filed  for the  purpose  of perfecting   the  Security  Interest  in the  Collateral   or any portion  thereof, under  the UCC or any other  state law.


"Fiscal  Year"  shall   mean  the  fiscal  year  of  the  Borrower   ending  on  June  30  in  each calendar  year. Subsequent   changes  of the Fiscal Year shall  not change  the term,  "Fiscal  Year"  as used herein,  unless the Lender  shall consent  in writing  to such changes.


"Fixtures"  shall  mean   Goods  determined   to be  fixtures   under  the  laws  of Florida  as to
Goods  located  on Real Property  located  in Florida.


"GAAP"  shall mean  generally   accepted  accounting   principles   consistently  applied  to the particular  item.


"Goods"  shall mean  goods  under  the UCC other than  Equipment  not within the definition of Equipment  in the Security  Instrument.







"Intercreditor    Agreement"     shall   mean   any   Intercreditor     Agreement    or  Intercreditor
Agreements   between  Lender  and the LOC Lender now or hereafter   entered  into.




"Interest Rate" shall mean  the interest  rate specified  in the Note  applicable  when referring to said term.


"Inventory"  means  inventory   as defined  in the UCC.


"Loan" shall have the meaning  ascribed thereto  in the Recitals  herein.


"Loan   Application"     shall   mean   Borrower's    Loan   Application    to   Lender   for   Loan
717610613,   Loan 717610637   and Loan  717610638  dated December   7, 2012.


"Loan  Commitment"    shall   mean  the  Lender's   commitment    to  make  the  Loan  to  the Borrower   pursuant  to the Loan  Application   and the Borrower's    acceptance  thereof  on terms  and conditions   set forth  in the  letter  from  the  Lender  to the  Borrower   as to  such  commitment   and acceptance.


"Loan Documents"   shall  have the meaning  ascribed  thereto  in Section 2.4 herein.


"LOC" shall mean a short term loan or loans to Borrower from any LOC Lender for working capital purposes.
"LOC Lender" the lender or lenders which provide the LOC. "Note" shall mean the Note described in the Recitals herein.


"Obligations" with  respect  to  Borrower, shall mean,  individually and collectively,  all payment  and performance  duties,  obligations and liabilities  of the  Borrower to the  Lender, however and whenever incurred, acquired or evidenced, whether primary or secondary, direct or indirect,  absolute or contingent,  sole or joint  and several,  due or to become due, including, without limitation, all Costs and all such duties, obligations and liabilities of the Borrower to the Lender,   under   and  pursuant   to   the   Loan  Documents   and   all   renewals,  replacements, modifications, extensions, increases and amendments of any thereof.


"Permitted Liens"  shall mean: (i) liens imposed by law for taxes, assessments or charges or levies of any governmental authority not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained  in accordance  with GAAP;  (ii)  statutory  liens of suppliers  carriers, warehousemen, mechanics, materialmen and similar Liens arising by operation of law in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained  in accordance with GAAP; (iii) pledges, liens and deposits made in the ordinary course of business in compliance with workers' compensation,  unemployment  insurance  and  other  social  security  laws  or  regulations;  (iv) deposits or liens to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;  







(v) easements, zoning restrictions, rights-of-way and similar encumbrances   on real property  imposed  by law or arising  in the  ordinary  course of business  that do  not  secure  any  monetary   obligations   and  do  not  materially   detract   from  the  value  of  the affected  property  or materially   interfere  with the ordinary  conduct   of business  of the Borrower; (vi)  extensions,   renewals  or  replacements    of  any  lien  referred   to  in paragraphs   (i) through   (v) above,  provided  that the principal   amount  of the obligation  secured  thereby  is not increased  and that  any such extension,  renewal  or replacement   is limited  to the property  originally  encumbered thereby;   (vii)  statutory   liens   on  deposit   accounts   maintained    with,   or  other  property   in  the custody  of, a depositary  bank  pursuant  to its general business  terms  and in the ordinary  course  of business,  provided  that such  Liens  do not secure any Debt;  (viii)  liens that are contractual  rights of  set-off   relating   to  purchase    orders   and  other  agreements    entered   into  with  customers   of Borrower   in the ordinary  course   of business;   and (ix)  liens  arising  out  of conditional  sale,  title retention,   consignment  or similar  arrangements   for sale of goods  entered  into by the Borrower  in the ordinary  course of business  or liens arising  by operation  of law under Article 2 of the U CC  in favor  of a reclaiming  seller of goods  or buyer of goods.






"Person" shall mean any individual, joint venture, partnership,  firm, corporation,  trust, unincorporated    organization    or  other   organizational    entity,   or  a  governmental    body  or  any department   or agency thereof,  and shall include  both the singular  and the plural.


"Place   of  Business"    shall   mean   those   places   of   business    in  which   the   Borrower undertakes   its business  and shall  include  the Principal  Place of Business.


"Principal   Place   of   Business"    shall   mean   the   principal    place   of  business   and   the headquarters    of the  Borrower   at  which  place  all  of Borrower's    records   are kept  and  which  is currently  located  at 590 Madison  Avenue,  26th   Floor, New York, New York 10022.


"Proceeds" shall mean proceeds as defined in the UCC.


"Real Property" shall  mean those  parcels of land described  in Exhibit "A"  attached hereto located in Collier, Hardee, Hendry, Highlands, Martin, Osceola and Polk Counties, Florida, and all leasehold interests therein,  all improvements and Fixtures located thereon or  attached thereto and all easements, tenements, hereditaments, appurtenances, profits, rents, insurance and condemnation  proceeds  paid  in  connection  therewith, and  all  Accounts,  Chattel Paper  and General Intangibles pertaining to, connected with or arising out of the foregoing.


"Security  Instrument"    Shall mean that certain Security  Instrument as defined in the
Recitals.


"Security Interest" shall mean the security interest granted in the Collateral to the Lender pursuant to the Security Instrument and other Loan Documents.


"Subsidiary" or "Subsidiaries"  means, as to any particular parent corporation or parent organization, any other corporation or organization more than fifty percent (50%) of the outstanding Voting Stock of which is at the time directly or indirectly owned by such parent corporation  or  organization  or  by  any  one  or  more  other  entities  which  themselves  are subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein,







the  term  "Subsidiary"   means  a  Subsidiary   of the  Borrower   or  of  any  of  its direct  or  indirect
Subsidiaries.


"Tropicana   Supply  Agreement   Condition  Precedent"   shall  have  the  meaning  set forth  in
Section  2.2 of this Agreement.




"Voting  Stock"  of any Person  means  capital  stock or other  equity  interests  of any class or classes  (however  designated)  having  ordinary  power  for the election  of directors  or other  similar governing   body  of such Person,   other  than  stock or equity  interests   having  such power  only  by reason  of the happening  of a contingency.
"UCC"  shall mean the Uniform  Commercial  Code as adopted  in the State of Florida. 
Section  1.2      Other  Definitional   Provisions.    All of the terms  defined  in this Agreement
shall  have  such  defined  meanings   when  used  in other  Loan  Documents   unless  the context  shall
otherwise  require.  Capitalized  terms  used herein,  but  not herein  defined,  shall have the meanings ascribed  thereto  in the other  Loan  Documents.      All terms  defined   or used  in this Agreement   in the  singular  shall have comparable   meanings  when used  in the  plural,  and vice versa. The words "hereby",    "hereto",  "hereof",   "herein",   "hereunder"   and  words   of  similar  import  when  used  in this Agreement   shall refer to this  Agreement   as a whole  and not to any particular  provision  of the this  Agreement.   The  use  of  the  words   "to",  "until",  "on",  and  words  of  similar  import  in this Agreement,    in  indicating   expiration,    shall  be  interpreted   to  include   the  date  mentioned.   The neuter  genders  are used  herein  and  whenever  used  if the  context   so indicates,  shall include  the masculine,   feminine  and neuter  as well.  Whenever  in this Agreement   any of the parties  hereto  is referred    to,   such   reference     shall    be   deemed    to   include    the   heirs,    devisees,    personal representatives,    successors  and  assigns  of such  party  unless  the  context  shall expressly  provide otherwise.


ARTICLEII THE LOAN


Section 2.1     Loan.  The Loan consists of Loan A, Loan B and Loan C has defined in the Recitals to this Agreement and is being made under the provisions of Note A, Note B, Note C, this Agreement and the other Loan Documents.


Section 2.2     Tropicana Supply Agreement Condition Precedent.  Borrower shall not be entitled to the disbursement of any sums under Note C by Lender, and shall have obligations with respect thereto, unless the Tropicana Supply Agreement Condition Precedent, as defined in this Section, occurs on or before the date that is ninety days (90) after the date of Note C and if the Tropicana Sur,ply Agreement Condition Precedent should not so occur then at the end of the ninetieth (901)     day after the date of Note C, said Note C shall be deemed cancelled with Lender and Lender shall no longer have any obligation to disburse or fund any amount under Note C. As used herein and in Note C, the "Tropicana Supply Agreement Condition Precedent" shall mean that (i) an Orange Purchase Agreement to be entered into between Borrower, as supplier and Tropicana Products, Inc., as purchaser ("Tropicana"), as to the citrus Crops now and hereafter growing on certain portions of the Premises referenced as the "Tropicana Supply Agreement" in the Letter oflntent dated September 10, 2012 by 734 Citrus, LLC and various parties inclusive of







the Latt Maxcy  Corporation  (the "Letter  of Intent"), all on terms  and provisions  and for a term not materially  different  from the last draft of such Tropicana  Supply  Agreement   presented  to Lender by Borrower  prior to the Effective  Date unless any such materially  different  terms and provisions are consented  to by Lender in writing  and (ii) said Tropicana  Supply  Agreement  is collaterally assigned  by Borrower to Lender  on terms  acceptable to Lender  as additional  security for the Loan with the consent  of Tropicana  unless  such consent  is not required  under the provisions  of the Tropicana   Supply Agreement.   If the Tropicana  Supply Agreement  Condition  Precedent is satisfied,  then Borrower  shall have  thirty  (30) days in which to notify  Lender  that Borrower elects to accept  disbursement  of the full face amount  of this Note C and shall do so within thirty (30) days  after giving notice of said election  or Note  C shall be deemed  cancelled  with Lender to no longer  have any obligation to disburse  or fund Note C and with Borrower  to have no payment or other  obligations  with respect thereto.


Section  2.3      Loan  Proceeds   Use.   The proceeds  of the  Loan  are being  used to acquire the  assets  of described  in the Letter  of Intent  described  in Section  2.2 above.


Section  2.4      Security  Instrument.    The Loan is secured  by the  Security  Instrument,  the Assignment    of Leases  and  Rents  and  other  loan  documents  by  Borrower   to Lender  or between Borrower   and Lender pertaining  to the Loan  (collectively,  the "Loan  Documents").


Section  2.5      Partial  Release  and Substitution  of Collateral.






Borrower   shall,  from  time  to  time,  be  entitled  to  make   a written  request  (the  "Partial Release   and  Substitution   of  Collateral   Request")   to  Lender  for  a partial  release  of real  estate Collateral    and  substitution   of  Collateral   for  that  to  be  released   on  the  following   terms   and conditions,    which  if met,  Lender   shall  approve   and  Borrower   and  Lender  shall,  proceed,  with reasonable   diligence,  to implement,   such terms  and conditions  being  as follows:


(a) the Partial  Release  and  Substitution   Request  shall provide  (i) a legal description  of the real  estate  Collateral   to  be  released,   (ii)  a legal  description   of  the  real  estate  Collateral  to  be substituted;    (iii)    a  detailed   description    of  any  other  Collateral   to  be  substituted;     (iv)  any information   Borrower  has with  respect  to the  fair market  value  of the  Collateral  to be released and  substituted;   and (v) the business  reason  for the partial  release  and substitution  which must  be a sound  business  reason.


(b)   the  amount  of real  estate  Collateral  proposed  to be substituted   for the partial  release Collateral    shall  not  exceed   thirty   five  percent   (35%)  of  the  total   gross  acres  of  real  estate Collateral   at the time of the Partial  Release  and Substitution  of Collateral  Request.


(c)   the  Collateral  to be  substituted     must  be Florida  agricultural   property  acceptable  to
Lender  with a market  value equivalent   to the real estate Collateral  being released.




( d)  the  partial     release    and   substitution    of  Collateral    must   not     materially   impact Borrower's   repayment    capacity    nor   Borrower's     operations    (including,    but   not  by  way   of limitation    practical    ,     legal   and   cost   efficient    access   to   the   remaining    Collateral   and   the availability    of  utility   services,   drainage,   and  irrigation   to  the   Collateral   over  the  Collateral







remaining   after  the partial  release  and  substitution   of Collateral   over  such  remaining  Collateral or easement   rights  appurtenant  thereto   sufficient  to adequately  service  such remaining  Collateral in a cost  efficient  manner).


( e)    Borrower   will  provide   Lender     the  following   documentation    which  needs  to  be satisfactory   to Lender   (i) a title commitment   for a loan title insurance   policy  in the amount of the then  principal   balance  of the Note  agreeing  to insure as a first priority   lien on the new real estate Collateral    together   with   copies   of   all  documents   referenced    therein    subject   only   to  such exceptions     and   matters    as   Lender    shall   approve   and   (ii)   all   due   diligence    items   and documentation    pertaining  to the  new  real  estate  Collateral  typically   required  by Lender   in real estate  mortgage   loan transactions   such  as real  estate  tax  information,   appraisals,   environmental questionnaires,      irrigation   and   drainage    reports,   plats,   personal    property    inventory,   zoning evidence,   liability  and other insurance,   tree and crop insurance,  permits,  contracts,  UCC searches and  other  documentation.


(f)   to   accommodate    the   Borrower    in   identifying    acceptable     substitute    real   estate collateral,    proceeds   from   said   sale   of  the  partially   released   real   estate   Collateral   may   be deposited   into  a Pledge  Account   as  substitute   collateral.  The  Pledge   Account   shall  be in cash, cash  equivalents   and marketable   financial   securities  that are listed  for sale on a public  securities exchange   at readily  identifiable  prices  including  without  limitation,   stocks,  bonds,  mutual  funds, and  treasuries   acceptable  to Lender.    Use of the Pledge  Account  as substitute  Collateral  shall not exceed   twelve  (12) months  and  the  value  of the pledged  Collateral   in the  Pledge  Account  shall not  exceed   fifty  percent  (50%)  of  the  value  of  the  total  Collateral.   Borrower   shall  provide   a perfected   first lien security  interest  in the Pledge  Account  and there  shall be a Pledge Agreement, Account   Control  Agreement  and  other  related  documents  all satisfactory   to Lender together  with the financial   intermediary.


(g)   the Loan  Documents   shall  be modified  to provide  Lender    with  a first mortgage  lien and  security  interest  on the new real  estate  Collateral  to secure the  Loan.


(h)  Borrower  shall at the  time  of presenting  the Partial  Release  and  Substitution  Request to Lender,  pay  Lender   a non-refundable    servicing  fee not to exceed  Five  Thousand  and Noll 00
Dollars  ($5,000)  for evaluating  and  processing  the request.  Borrower   shall also pay the legal fees
of  Lender's    outside  counsel  in connection   with the foregoing  and  all expenses  of the transaction including     but  not  by  way  of  limitation   any  documentary   stamp   taxes,   intangibles   taxes,  title insurance        premiums,   title  insurance    company   search  charges,   and  recording   and  filing  fees incident  thereto.


Section  2.6      Prepayments.     Prepayments   of the  Loan,  other  than  Exempt  Prepayments (as defined  in the Note),  shall  be  subject  to the Prepayment  Premium   set forth  in the applicable Note.     Any  prepayments    of  principal    ("Optional   Prepayments")    under   the  Loan,  other  than scheduled   principal  payments  pursuant   to the applicable  Note,  shall  b~ applied  either to (i) Loan A  and  Loan  B,  pro  rata,  or  (ii)  Loan   C,  at  the  option  of  and  as  specified   by  the  Borrower; provided   however,   that the  first  $5,000,000.00    in Optional  Prepayments   made  by the Borrower after  the first anniversary  of the date hereof  shall be applied to Note  A.







ARTICLE  III REPRESENTATIONS     AND WARRANTIES


The  Borrower    represents   and  warrants  to  the  Lender   (which  representations  and warranties shall survive the execution and delivery of the Loan Documents) that:


Section 3 .1        Authority.  Each of the entities included in the definition of "Borrower" (i) is a limited  liability company duly organized, validly existing and in good standing under the laws of the State of Florida, (ii) has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and proposed to be conducted, (iii) is duly qualified to do business and is in good standing in every jurisdiction  in which its properties or assets are owned or the nature of its activities conducted makes such qualification necessary, and (iv) has the power and authority to execute and deliver, and to perform its obligations under the Loan Documents.


Section 3 .2     Authorization  of  Loan  for the Borrower    The  execution,  delivery and performance  of the Loan Documents by each of the entities constituting Borrower (a) have been duly authorized by all requisite action and (b) will not (i) violate (x) any provision of law, any governmental  rule or regulation, any order, writ, judgment, decree,  determination or award of any  court,  arbitrator  or  other  agency  of  government,  (y) the  Articles  of  Organization and operating  agreement or other governance  documents of Borrower or (z) any provision of any indenture, agreement or other instrument to which Borrower is a party or by which Borrower or its properties or assets are bound, (ii) be in conflict with, result in a breach of or constitute (with due  notice  or lapse of time or both)  a default under any such indenture,  agreement or other instrument, or (iii) result in the creation or imposition of any lien, charge or encumbrance of any nature  whatsoever upon any of the properties or assets of Borrower other than as permitted by the terms hereof.


Section 3.3     Binding Effect.   This Agreement, the Note,  the Security Instrument and the other Loan Documents when delivered hereunder will be legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, except (a) as  enforceability  may be  limited  by  any  applicable bankruptcy,  insolvency,  reorganization, moratorium   or  similar  laws  affecting   the   enforceability  of  creditors  rights,  and  (b)  as enforceability  may be limited or qualified by general principles of equity, whether raised in a proceeding at law or equity.


Section 3.4     Agreements.


( 1)         Borrower is not a party to any agreement, indenture, lease or instrument or subject to any charter or other limited liability company governance document restriction, or any judgment,  order, writ, injunction, decree, rule or regulation materially and adversely affecting its business, properties, assets, operations or condition (financial or otherwise). There are no unrealized losses with respect to any such agreement, indenture, lease or instrument.


(2)       Borrower is not a party to, or otherwise subject to any provision contained in, any instrument evidencing indebtedness of Borrower, any agreement relating thereto or any other contract or agreement which restricts or otherwise limits the incurring of the indebtedness







to be evidenced  by the Note.




(3)        Borrower  is not  in default  in the performance,   observance   or fulfillment  of any  of the  material  obligations,   covenants   or conditions  contained  in any  material  agreement  or instrument   to which  it is a party.


( 4)        Borrower    enjoys    lawful,   peaceful   and   undisturbed     possession    in   all material   respects   to  all licenses,  trade  names,  trade  marks,  services   marks  and  patents  used  or whose  use is contemplated   in the operation   of its business.






Section  3.5      Litigation,    etc.       There    are   no   undisclosed     actions,    proceedings    or investigations   pending  or, to the knowledge   of the Borrower,  threatened,   against  the Borrower,  , (or  any  basis  therefor   known  to  the  Borrower)   which,  either  in  any  case  or  in the  aggregate, might  result  in any material  adverse  change  in the financial  condition,  business,  prospects,  affairs or  operations   of the  Borrower  or  its  properties   or assets,  or in  any  material   impairment   of the right  or  ability  of the Borrower    to  carry  on its operations  as now  conducted   or proposed  to be conducted,   or in any material  liability  on the part of the Borrower  and  none  which  questions  the validity   of this  Agreement,  the Note  or any of the other Loan Documents   or of any action taken or to be taken  in connection  with the transactions   contemplated  hereby  or thereby.


Section  3.6      Violation    of   Judicial    or   Governmental    Orders,    Laws,   Ordinances    or Regulations.     The Borrower  knows  of no violation  and has no notice  of a violation  of any court order  or of any law, regulation,  ordinance,   rule,  order,  code, or requirement   of any governmental authority   having  jurisdiction   over  the  Borrower   that  may  detrimentally   affect  the  business  and operations   of the Borrower.


Section  3.7      No Outstanding   Debt.   Borrower   has no outstanding   Debt,  except  for the Loan  [and the LOC],  any liabilities   disclosed   to Lender  in writing  before  the Effective  Date and other  obligations   in the  nature  of  trade  payables   incurred  by  Borrower   (or  its predecessor)   in their  ordinary  course  of business.


Section  3.8      Priority  of  Liens   and  Security   Interest.    The  Security   Interest  and  liens granted  to the Lender  in the Collateral   shall  be and are a perfected  first priority  Security  Interest in  the  Collateral   except  for liens  expressly   permitted   or provided   in this  Loan  Agreement,   and there  are not and  will be no other  security  interests  or other liens  other  than  the Permitted  Liens upon  the Collateral  during the term  of the Loan  without  the prior written  consent  of the Lender.


Section  3.9       Solvency.    After  giving  effect  to the funding  of the  Loan,  the application of  the  proceeds   thereof  as contemplated    by this  Agreement   and  the  Loan  Documents,   and the payment   of  all  estimated   Lender,   legal,  accounting   and  other  fees  related  thereto,  Borrower  is solvent.


Section  3 .10    Executive   Offices   and   Location   of  Records.   The  Borrower's   Principal Place  of Business   is located  at 590  Madison   A venue,  26th Floor,  New  York,  New  York  10022t and  all of its books  and records  are and shall be maintained  there.







Section  3 .11    Regulatory  Compliance.    The Borrower  has in the past complied with and is  presently  complying  in  all  material  respects  with  all  laws  applicable  to  the  Borrower's business.


Section 3.12    Intentionally Omitted.


Section 3.13    Fair Labor  Standards  Act.  The Borrower has  complied  with, and will continue  to comply with, the provisions  of the Fair Labor Standards Act of  1938, 29 U.S.C. Section  200, et seq., as amended from time to time (the "FLSA"), including specifically, but without limitation, 29 U.S.C. Section 215(a). This representation and warranty, and each reconfirmation hereof, shall constitute written assurance from the Borrower, given as of the date hereof  and  as of the  date of each  reconfirmation,  that the  Borrower  has complied with the requirements of the FLSA, in general, and 29 U.S.C. Section 215(a)(l)  thereof, in particular.


Section 3 .14   Intentionally Omitted.


Section 3.15   Usury.   The Borrower  believes that the amounts  to be received by the Lender which are or which may be deemed to be interest under any of the Loan Documents or otherwise in connection with the transactions described herein constitute lawful interest and are not usurious  or illegal under the laws of the State of Florida, and no aspect of the transaction contemplated by this Agreement is intended to be usurious.


Section 3 .16   Borrower Setoffs. The Borrower does not, as of the date hereof, have any defenses,  counterclaims, or setoffs with  respect to any sums to be advanced under this Loan Agreement.


Section 3.17    Disclosure and No  Representation. Warranty  or Document Untrue. No representation  or warranty made by the Borrower contained herein, the Loan Documents, or in any certificate or other document furnished or to be furnished by the Borrower pursuant hereto, or  which  will  be  made  by  the  Borrower  from  time  to  time  in  connection  with  the  Loan Documents (a) contains or will contain any misrepresentation or untrue statement of fact, or (b) omits  or  will  omit  to  state any material  fact  necessary to  make  the  statements therein not misleading, unless otherwise disclosed in writing to the Lender. There is no fact known to the Borrower which adversely affects, or which might in the future adversely affect, the business, assets, properties or condition, financial or otherwise, of the Borrower, or the Collateral, except as set forth or reflected in the Loan Documents or otherwise disclosed in writing to the Lender.


Section 3.18    Continuation. The Borrower's warranties and representations contained in this  Agreement  are and shall remain  correct and complete until the  Loan is paid in full. All representations,  warranties,  covenants  and agreements made to or with the Lender by or on behalf of, or at the request of the Borrower in connection with this Agreement may be relied upon by the Lender.


Section 3 .19   Real Property. There is legal access and adequate practical access to all of the Real Property.  Each of the entities within the definition of "Borrower" holding title to any







part of the Real Property  is now and will  continue  to be in compliance   with  all of the terms of all agreements   binding  upon the Real Property  which  it now owns.


Section  3 .20    Survival.  All of the representations   and warranties   set forth  in this Article shall survive  until  all Obligations  are satisfied  in full.


ARTICLEIV
FINANCIAL COVENANTS OF THE BORROWER


The Borrower covenants, for so long as any of the principal amount of or interest on the Note is outstanding and unpaid or any duty or obligation of the Borrower hereunder or under any other Obligation remains unpaid or unperformed, as follows:


Section 4.1      Financial  Records.   The  Borrower  at  all  times  will  keep  proper  and adequate records and books of account in accordance with GAAP consistently applied in which the full, true and correct entries will be made of its transactions and which will properly and correctly  reflect  all  items  of income  and  expense  in connection  with  the  operation of the Borrower's business regardless of whether such income or expense is realized by the Borrower.




Section 4.2      Delivery of  Financial  Statements of the  Borrower.  The  Borrower will deliver to the Lender copies of each of the following:


(1)       Within one hundred twenty (120)  days after the end of each Fiscal Year, audited financial statements of Borrower and its Subsidiaries on both a consolidated basis (with appropriate  subsidiary eliminations), which are prepared in accordance with GAAP (consisting of an income statement, balance sheet, statement of retained earnings and cash flow, a schedule of all related debt and all contingent liabilities and including all normal and reasonable financial notes).    They  shall  be  prepared  and  certified  by  a  certified  public  accountant  reasonably acceptable  to the Lender, all in reasonable  detail.   Such audited financial  statements shall be further certified by the chief financial officer of the Borrower as being true, correct, and accurate, as  completely  and  accurately reflecting  the  financial  transactions  during  the  period  covered thereby  of  Borrower  and  its  consolidated  Subsidiaries,  and  as  completely  and  accurately reflecting  the  financial  condition  of  Borrower  and  its  consolidated  Subsidiaries  as  of  the beginning and end of said period covered.


(2)       As soon as practicable and in any event within one hundred twenty (120) days after the end of each Fiscal Year, a certificate of compliance with financial covenants from the chief financial officer of the Borrower ("Certificate of Compliance") addressed to Lender and certifying the compliance of Borrower with the financial covenants provided in this Article.






(3)    Annually, within ninety (90) days after the completion of each Crop Season (a Crop Season shall, as to a particular Crop, be the Crop season used by the industry  in the area of the Premises as to which the Crop pertains), Borrower shall furnish to Lender operating information on the Collateral as follows:







(i)         Reports/documents    (internal  inventory  reports  etc.)  that describe  and value all inventory   security,   including  each  citrus  crop  variety's   acreage  both  on  a gross  acreage  and grove planted  acreage  basis; and


(ii)        Citrus   Crop   production    and   operations   detailed    information,    including yields  by variety,  costs and pricing  by grove/farm   and variety.


( 4)        With reasonable  promptness,   such other data and information   as from time to time  may  be reasonably  required  by the Lender.


Section  4.3       Delivery  of  Reports.     All  of  the  reports,  statements,   and  items  required under  Section   4.2  shall  be  in  form  and  substance   satisfactory   to  Lender.      All  of  the  reports, statements,   and  items  required  under  Section  4.2  must,  unless  another  time  period  is specified above,  be received  each year this Agreement   is in force by the date which  is one hundred  twenty ( 120)  days  after  the  end  of  the  Borrower's    Fiscal   Year,  as the  case  may  be  subject  to  filing
deadline  extensions.    If any one report, statement, or item is not received within thirty (30) days
of this due date, Lender may declare an Event of Default under this Agreement and the Loan
Documents.


Section 4.4      Inspection of  Records.  Borrower  shall allow  Lender  or  its  authorized representatives at all reasonable times to examine and make copies of all such books and records and all supporting data therefor at Lender's   principal place of business or at such other place where  such  books,  records, and data  may  be located. Borrower shall  assist Lender or such representative  in effecting such examination.   Within three (3) years after Lender's   receipt of any such  report,  statement, or item, Lender  may, upon at least five (5) Business Days prior written  notice  to  Borrower, inspect and make  copies of the books,  records,  and income tax returns with respect to the Collateral of Borrower, for the purpose of verifying any such reports, statements, or items.


Section 4.5      Article IV Terms:


The following definitions shall apply to the financial covenants in this Article as to Borrower and its  Subsidiaries on a consolidated basis (with appropriate subsidiary eliminations):


(1)        "Consolidated Current  Ratio"  shall mean the  ratio  of  (i) Consolidated
Current Assets to (ii) Consolidated Current Liabilities;


(2)       "Consolidated Current Assets" shall mean current assets as defined under and  computed  in  accordance with  GAAP  consistently  applied based  upon  audited  financial statements of Borrower and its Subsidiaries on a consolidated basis; and


(3)       "Consolidated Current Liabilities" shall mean current liabilities as defined under and computed in accordance with GAAP consistently applied based upon audited financial statements  of Borrower and its Subsidiaries on a consolidated basis including all funded debt under lines of credit to Borrower and its  Subsidiaries.







Section  4.6       Required   Consolidated    Current   Ratio.    The  Consolidated    Current   Ratio measured   at the  end  of each  Fiscal  Year  based  on audited  consolidated   financial   statements  of Borrower  shall  be at least 2.00 to 1.00.


Section  4. 7      LOC.     Any  LOC   Lender   shall,   if  required   by   Lender,   enter   into  an Intercreditor    Agreement   with  Lender  providing   for  the  respective  rights   of the  LOC  Lender(s) and  Lender   as  to  their  respective   collateral,   all  in  form  and  substance   satisfactory   to  Lender. Upon  the  written   request   of  Lender,   Borrower   shall  provide  Lender   with  copies   of  all  LOC Lender   loan  documents   which  shall  include   the  recording   information   of  all  such  documents which  are recorded.   A default under any LOC  shall be a default hereunder.








ARTICLEV
OTHERAFFIRMATIVE COVENANTS OF THE BORROWER


Section 5.1      Inspection. The Borrower will permit the Lender or Lender's designated representative  to (i) visit any Place of Business, (ii) inspect the Collateral, including such crop inspections as the Lender deems advisable (iii) inspect and make extracts from the Borrower's books and records, and (iv) discuss the affairs, finances and accounts of the Borrower with the officers  of  the  Borrower,  all  at  such  reasonable  times  and as  often  as  may  reasonably  be requested.


Section 5.2     Maintenance of Legal  Existence  and Compliance with Laws. Borrower shall at all times preserve and maintain in full force and effect its legal existence, powers, rights, licenses, permits  and franchises in the jurisdiction  of its organization; continue to conduct and operate its businesses substantially as conducted and operated as of the Effective Date; operate in full compliance with all applicable laws, statutes, regulations, certificates of authority and orders in respect of the conduct of its businesses; and qualify and remain qualified as foreign organizations in each jurisdiction in which such qualification is necessary or appropriate in view of its businesses and operations.


Section 5.3      First Lien.  Borrower shall provide Lender a first lien and security interest on the Real Property.


Section 5.4      Second Lien.  Borrower shall provide Lender a lien and security interest on all Crops and Farm Products  and all Accounts, Chattel Paper and General Intangibles  ansmg out of the same which shall be second only to the first lien of any LOC Lender.


Section 5.5      Intercreditor Agreement.   At Lender's  option, any LOC Lender, if other than Lender, shall enter into an Intercreditor Agreement or Intercreditor Agreements with Lender in form and content satisfactory to Lender.


Section 5.6     Leases of the  Real  Property.    Any  tenants of  the  Real Property  shall subordinate their leasehold interests therein and furnish Lender a Tenant Estoppel Certificate, all in form and content satisfactory to Lender.  Borrower shall cause any lender holding a security







interest  or  lien  on any  such  leasehold  interests   to  subordinate  the  same  to  the  lien  and  security interests  of the Loan  Documents.


Section  5. 7      Defaults/Notices.    The  Borrower   shall  immediately   notify   the  Lender  in writing  upon  the  happening,   occurrence   or  existence   of any  Event  of Default,   or any  event  or condition  which  with  the passage  of time  or giving  of notice,  or both,  would  constitute   an Event of  Default,   and  shall  provide  the  Lender   with  such  written  notice,  a  detailed   statement   by a responsible   officer  of the Borrower  of all relevant  facts and the action being  taken  or proposed  to be taken  by  the  Borrower   with respect  thereto.    Borrower   shall cause  any  and  all holders  of its debt  to  agree,   in  writing,   unto  Lender,   to  provide   Lender  notice   of  any  default   under  the documents   evidencing   such debt.


Section  5.8       Maintenance   of  Properties.   The  Borrower   shall  maintain   or  cause  to be maintained   in  good  repair,  working  order  and  condition   the  Collateral   and  all  other  properties used  or useful  in the businesses  of Borrower   (ordinary  wear  and tear excepted)   and from  time to time   will   make   or  cause   to  be  made   all  appropriate    repairs,   renewals,    improvements    and replacements   thereof  so that  the businesses   carried  on in connection  therewith   may  be properly and advantageously    conducted  at all times.  The  Borrower  will not do or permit  any act or thing which  might  impair  the value or commit  or permit  any waste of its properties   or any part thereof, or  permit   any  unlawful   occupation,   business   or  trade  to  be  conducted   on  or  from  any  of  its properties.


Section  5.9      Notice   of   Suit,   Proceedings,     Adverse   Change.      The   Borrower    shall promptly  give  the  Lender  notice  in writing  (a) of all threatened  or actual  actions  or suits  (at law or in equity)  and of all threatened  or actual  investigations   or proceedings   by or before  any court, arbitrator    or   any   governmental    department,     commission,    board,   bureau,    agency    or   other instrumentality,    state,  federal  or foreign,  affecting   Borrower  or the  rights  or other  properties   of Borrower   or  (i)  which   involves   potential    liability   of  Borrower   in  an  amount   in  excess   of $500,000.00,    or  (ii)  which   the  shareholders    of  Borrower   believe   in  good   faith   is  likely  to materially   and  adversely   affect  the  financial   condition   of  Borrower   or  to  impair  the  right  or ability  of Borrower   to  carry  on their  businesses   as now  conducted  or to pay  the  Obligations   or perform   its   duties   under   the  Loan  Documents;    (b)  of  any  material   adverse   change   in  the condition   (financial   or otherwise)  of Borrower;   and  (c) of any seizure  or  levy  upon  any  part of the properties   of Borrower  under any process  or by a receiver.


Section  5 .10    Debts  and Taxes  and  Liabilities.   The Borrower  shall  pay  and discharge  (i) all  of  their  indebtedness    and  obligations   in  accordance   with  their  terms  and  before  they  shall become  in default,  (ii) all taxes,  assessments   and governmental   charges  or levies  imposed  upon it or upon its income  and profits  or against  its properties  prior to the date on which  penalties  attach thereto,  and  (iii)  all lawful  claims  which,  if unpaid,  might  become  a lien  or charge  upon  any of its properties;   provided,   however,  that  the  Borrower   and  shall  not be required   to pay  any  such indebtedness,   obligation,   tax, assessment,   charge,  levy or claim which  is being  contested  in good faith  by appropriate   and  lawful  proceedings   diligently  pursued  and  for which  adequate  reserves have been  set aside  on its books.  The Borrower   shall  also  set aside  and/or  pay  as and  when  due all monies  required  to be set aside  and/or  paid  by any  federal,  state or local  statute  or agency  in regard  to F.I.C.A.,  withholding,   sales or excise  or other similar taxes.







Section  5.11    Notification   of Change  of Name  or Business  Location.  The Borrower  shall notify the Lender  of each  change  in the name  of the Borrower  and of each  change  of the  location of any Place  of Business  and the office  where  the records  of the Borrower  are kept,  and,  in such case,  shall  execute  such  documents  as the  Lender  may  reasonably  request  to reflect  said  change of  name  or  change   of  location,   as  the  case  may  be;  provided,   however,   the  records   of  the Borrower   may  not  be  removed   from  the  Place   of  Business   designated   from  time  to  time  by Borrower,  without  the prior  written  consent  of the Lender.


Section  5.12     Compliance    With   Laws.    The   Borrower   will   comply    with   all   laws, regulations,   rules,  ordinances,   statutes,  orders  and decrees  of any governmental   authority  or court applicable  to the Borrower.


Section  5 .13    Further  Assurances.    The  Borrower   will,  at the cost  of the  Borrower,   and without  expense  to the  Lender,  promptly  upon  the request  of the Lender:  (a) correct  any  defect, enor   or  omission   which  may  be discovered   in the  contents   of any  Loan  Documents   or  in the execution  or acknowledgment    thereof;  (b) execute,  acknowledge,   deliver  and  record  or file such other  and  further  instruments   (including,  without   limitation,   mortgages,  deeds  or trusts,  security agreements,   financing   statements  and specific  assignments   of rents or leases)  and do such  further acts, in either  case  as may  be necessary,  desirable   or proper  in the Lender's  opinion  to carry  out more  effectively    the  purposes   of  the  Loan   Documents;    to  protect  and  preserve   the  lien  and security  interest  on the Collateral  to subject  thereto  any property  intended  by the terms  thereof  to be  covered   thereby,    including,   without   limitation,    any  renewals,   additions,    substitutions    or replacements   thereto;  or protect  the security  interest  of the Lender  and the  Collateral   against  the rights  or interest   of third  parties.  The  Borrower   hereby  appoint  the Lender  as their  attorney-in• fact, coupled  with  an interest,  to take the above  actions  and to perform  such  obligations   on behalf of the Borrower,   at Borrower's   sole  expense,   if Borrower   fails to comply  with  their  obligations under this paragraph.


Section  5 .14    After  Acquired  Property.    Without  the necessity  of any  further  act  of the Borrower    or   the   Lender,    the   lien   of   and   the   security    interest   created    in   the   Collateral automatically   extends  to and includes:


(1)        Any  and  all  renewals,   replacements,    substitutions,   accessions,   proceeds, products  or additions  of or to the Collateral  and


(2)        Any  and all monies  and  other  property  that from  time  to time  may  either by delivery  to the Lender  or by any instrument   be subjected  to such lien and  security  interest  by the  Borrower   or by anyone  on behalf  of the  Borrower,   or with the consent  of the  Borrower,   or which  otherwise   may  come  into possession   or otherwise  be subject  to the  control  of the  Lender pursuant  to the Loan Documents.




Section  5.15    Indemnity.   The  Borrower   shall  indemnify,  defend  and  hold  harmless   the Lender  from  and  against  and  reimburse   the  Lender  for,  all  claims,  demands,   liabilities,   losses, damages,  judgments,   penalties,   costs  and  expenses,   including,  without  limitation,   attorney's   fees and  disbursements,    which  may  be  imposed   upon,  asserted   against  or  incurred   or  paid  by  the Lender  by reason  of, on account  of or in connection   with  any claim or damage  occurring  in, upon







or in the vicinity  of the  Collateral  through  any cause  whatsoever,   or asserted  against  the Lender on account  of any  act performed   or omitted  to be performed   under  the  Loan  Documents   or on account  of any transaction   arising  out of or in any way connected  with the Collateral  or the Loan Documents,   except  as a result  of the willful  misconduct   or gross negligence  of the Lender.


Section  5 .16    Insurance.       During   the   term   of  this   Agreement,    the   Borrower    shall maintain  the insurance  coverage  required  by the Loan Documents.






ARTICLE VI 
NEGATIVE COVENANTS


The Borrower covenants, for so long as any of the principal amount of or interest accrued on the Note is outstanding and unpaid or any Obligations remain unpaid or unperformed, that none of Borrower or  its  Subsidiaries will undertake  the  following actions without  the prior written consent of the Lender:


Section 6.1      Merger, Consolidation. Dissolution, etc.  Neither the Borrower nor any of its Subsidiaries will consolidate with or merge into any other corporation, partnership, limited liability company or other entity or permit another corporation or partnership, limited liability company or other entity to merge into them, or dissolve or take or omit to take any action which would result in their dissolution, or acquire all or substantially all the properties or assets of any other Person, or enter into any arrangement, directly or indirectly, with any Person whereby any of Borrower or its Subsidiaries shall sell or transfer any property, real or personal, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which any Borrower or any of its Subsidiaries   intend to use for substantially the same purpose or purposes as the property being  sold or transferred (other than with respect to another entity comprising Borrower) without the prior written consent of the Lender.


Section 6.2      Changes in Business.  Neither Borrower nor any of its Subsidiaries will make any material change in the nature or scope of their respective business operations from that existing on the date of this Loan Agreement including but not limited to major asset acquisitions or dispositions, acquisition or disposition of businesses or their components, mergers, consolidations, reorganizations and/or restructurings.


Section 6.3      Other Agreements.     Neither  Borrower nor any of its Subsidiaries will enter into any arrangements, contractual or otherwise, which would materially and adversely affect its duties or the rights of the Lender under the Loan Documents, or which is inconsistent with or limits or abrogates the Loan Documents.


Section 6.4      Due-on-Sale or Encumbrance.


The Due-on-Sale or Encumbrance provision of the Security Instrument (Section 5.01 thereof) is incorporated herein. The term "Minimum Ownership and Control Requirement" used therein shall mean that at all time any of the Obligations are outstanding, Remy W. Trafelet (in the event







of his death, his estate  and those taking  by way of devise  or inheritance  due to his death)  and 734 Agriculture,   LLC,  collectively   shall  hold  directly   or  indirectly   no  less  than  fifty  one  percent (51 %) of the ownership   interests  in Borrower  and  Remy  W. Trafelet  (in the event  of his death, his  estate  and  those  taking  by  way  of  devise  or  inheritance   due  to  his  death)  shall  maintain directly   or  indirectly   management    control   of  each   of  the   entities   within   the  definition   of "Borrower".


Section  6.5       Loans  to  Borrower/Liens    on  Collateral.   Other  than  the  LOC  permitted herein,  the Borrower  will not borrow  from  anyone  on the security  of or create,  incur  or suffer to exist any lien on any of the Collateral  or permit  any Financing   Statement  (other than the Lender's and  any  LOC  Lender's    security  interest   and  Financing   Statement)   to  be  on  file  with  respect thereto,  without  the Lender's  written  consent.


Section  6.6       Other  Liens.  Other  than  liens  and  security  interests    permitted   to  secure LOC,  the  Borrower   will  not  create,  assume,  or  suffer  to  exist  any  lien  upon  any  other  of its property  or assets,  whether  now owned  or hereafter  acquired,  except:


(1)        Liens  for taxes  not yet due  or which  are being  actively  contested  in good faith by appropriate  proceedings;


(2)        Purchase  money  security  interest  in property  not  a part  of the  Collateral;


and
(3)        Permitted  Liens.




Section  6. 7      Change    in   Management/Ownership.         Without    Lender's    prior   written consent,   until  the  Loan  is  paid  in  full,  there  shall  be  no  substantial   change  in  the  executive management   or ownership   of each  of the  entities  within  the  definition  of "Borrower"   except  as allowed  herein.


ARTICLE VII
EVENTS OF DEFAULT


The following each and all are Events of Default hereunder:


Section 7.1     Monetary Default. If the Borrower shall default in any payment of the principal of or interest on the Note, other monetary Obligations under the Loan Documents, within five (5) days following the date the same shall become due and payable, whether at maturity, by acceleration by the Lender as permitted herein or otherwise.


Section 7.2     Non-Monetary Default. If the Borrower shall default in the performance or compliance with any of the material terms, conditions, covenants or agreements contained in this Loan Agreement without curing the same within thirty (30) days after written notice thereof shall have been given to Borrower; provided however, that if such default cannot be cured within said period, Borrower  shall have  such additional time for cure as Lender may, in its reasonable discretion, approve in writing after receipt by Lender within said period of a written request from Borrower or if the Borrower shall default under any other non-monetary Obligations without







curing  the  same   within   any  cure  period  provided    in  the  Loan Documents  containing  such Obligations.


Section 7.3     Default in Other Obligations. If Borrower shall default in the performance of the LOC.


Section 7.4      Misrepresentation.  If any representation or warranty made in writing by or on behalf of the Borrower, in this Agreement or in any other Loan Document, shall prove to have been false or incorrect in any material respect on the date as of which made or reaffirmed.


Section 7.5      Dissolution.     If  any  order,  judgment,   or  decree  is  entered   in  any proceedings against Borrower decreeing the dissolution  of Borrower or any of its Subsidiaries and such order, judgment,  or decree remains unstayed  and in effect for more than thirty  (30) days.


Section 7.6      Bankruptcy,  Failure  to   Pay   Debts,  etc.  If  Borrower  or  any  of  its Subsidiaries shall admit in writing their inability, or be generally unable, to pay their respective debts as they become due or shall make an assignment for the benefit of creditors, file a petition in Bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or trustee for Borrower  or any of its Subsidiaries or a substantial part of their  assets,  or  shall commence any proceeding  under any bankruptcy, reorganization, arrangement, readjustment  of debt, dissolution or liquidation law or statute of any jurisdiction,  whether now  or hereafter  in effect, or if there shall have been filed any such petition or application, or any such proceeding shall have been commenced against Borrower or any of its Subsidiaries, in which an order for relief is entered or which remains undismissed for a period of thirty (30) days or more, or if Borrower or any of its Subsidiaries by any act or omission shall indicate consent to, approval of or acquiescence  in  any  such  petition, application,  or proceeding  or order  for  relief  for the appointment of a custodian, receiver or any trustee for Borrower or any of its Subsidiaries or any substantial part of any of their properties, or shall suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of thirty (30) days or more.


Section 7.7      Fraudulent   Conveyance.  If  Borrower   or  its  Subsidiaries  ,  shall   have concealed, removed,  or  permitted  to be concealed  or removed,  any part  of  their  respective properties, with intent to hinder, delay or defraud its creditors, or made or suffered a transfer of any of its properties which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law, or shall have made any transfer of its properties to or for the benefit of a creditor at a time  when other  creditors  similarly  situated  have  not  been  paid, or shall  have  suffered  or permitted, while insolvent, any creditor to obtain a lien upon any of their respective properties through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof.


Section 7.8      Final Judgment. If a final judgment for the payment of money in excess o $500,000.00 shall be rendered against Borrower or any of its Subsidiaries, and the same shall remain undischarged or shall not be bonded off to the satisfaction of the Lender for a period of thirty (30) consecutive days during which the execution shall not be effectively stayed.









Section  7.9       Impairment   of Security.    If any security document, mortgage, agreement, guaranty  or  other  instrument  given to  the  Lender  to  evidence  or  secure the  payment  and performance of the Obligations hereunder shall be revoked by the Borrower or shall cease to be in full force and effect, or the protection or security afforded the Lender in any portion of the Collateral secured thereby is in any material respect impaired for any reason; or the Borrower shall default in any material respect in the performance  or observance of any term,  covenant, condition or agreement on its part to be performed or observed under any security document and such default shall  not  have  been cured or waived  in any applicable grace period  contained therein; or any representation or warranty of the Borrower made in any security document shall be false in any material respect on the date as of which made; or for any reason (except for acts or omissions of the Lender) the Lender shall fail to have a valid, perfected and enforceable first priority security interest, lien or mortgage encumbering the Collateral or if the Borrower  shall contest in any manner that any security document constitutes its valid and enforceable agreement or the Borrower shall assert in any manner that it has no further obligation or liability under such agreement.


ARTICLE VIII
 RIGHTS UPON DEFAULT


Upon the occurrence  and during the continuance  of any Event of Default,  the Lender shall have and may  exercise any or all of the rights  set forth herein (provided, however,  the Lender shall be under no duty or obligation to do so):


Section 8.1      Acceleration.   To declare the indebtedness evidenced by the Note, to the extent the proceeds  thereof  shall have been disbursed  and remain outstanding, and  all other Obligations to be forthwith  due and payable, whereupon the Note, to the extent the proceeds thereof  shall have  been  disbursed  and remain  outstanding,    and all other  Obligations  shall become  forthwith  due  and  payable,  both  as to  principal  and  interest, without  presentment, demand, protest  or  any  other  notice  or grace  period  of  any kind, all of  which  are  hereby expressly waived, anything contained herein or in the Note or in such other Obligations to the contrary  notwithstanding,  and,  upon  such  acceleration,  the  disbursed  and  unpaid  principal balance and  accrued interest upon each of Note A, Note Band  Note C shall from and after such date of acceleration bear interest at the Default Rate.


Section 8.2      Other Rights. To exercise such other rights as may be permitted under any of the Loan Documents or applicable law.


Section 8.3      Uniform  Commercial Code/Applicable  Law. To exercise  from  time  to time any and all rights and remedies of a secured creditor under the UCC and any and all rights and remedies available to it under any other applicable law.


Section 8.4      Cure of Defaults. Cure any default or Event of Default without releasing the Borrower from any obligation hereunder or under the Loan Documents.


Section 8.5      Receiver.  Cause the appointment of a receiver, as a matter of strict right, without regard to the solvency of the Borrower, for the purpose of preserving the Collateral and







to  protect  all  rights   accruing   to  the  Lender  by  virtue   of  this  Agreement   and  any  other  Loan Documents  and expressly  to maintain  Collateral  and   the Crops  and Farm Products  operations   on the Real  Property,  with  all costs  and expenses  incurred   in connection   with  such  receivership   to be charged  against  the Borrower  and to be secured  by the security  interest  granted  pursuant  to the Loan  Documents.   Borrower   hereby  consents  to  the  appointment   of such  receiver   or  receivers, waive any and all defenses  to such appointment  and  agree  not to oppose  any application   therefor by the Lender.  The  receiver   shall  be appointed  to take  charge  of, manage,  preserve,   protect  and operate  any business,   make  any  needed  repairs,  pay  all  costs  associated  with  the  operations   of such  businesses   and   after  payment   of  all  expenses   of  the  receivership,   including   reasonable attorney's  fees  and  court  costs,  in  any,  to  apply  all  the  net  proceeds   derived  therefrom   in  the reduction  of the Obligations   or in such other manner  as the court  shall direct.  All  expenses,   fees and  compensation    incurred   pursuant   to  any  such   receivership    shall  also  by  secured   by  the Security  Interest  granted  by the Loan Documents.


ARTICLEIX MISCELLANEOUS


Section 9 .1         Cumulative Remedies. The remedies provided in this Agreement  and in the Loan Documents are cumulative and not exclusive of any remedies provided by law or in equity. Upon an Event  of Default, the Lender may elect to exercise any one or more of such remedies  and  such  election  shall  not  waive  or  cause  the  Lender  to  have  elected  not  to subsequently exercise any other such remedies available to it under the Agreement or any Loan Document.


Section 9.2      Amendments, etc.  No amendment, modification, termination or waiver of any provision of this Agreement, the Note or the other Loan Documents, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in specific instance and for the specific purpose for which given.




Section 9.3      Notices.  Any notice,  demand, consent, approval, direction, agreement, or other communication  (any "Notice")  required or permitted hereunder or under the other Loan Documents shall be in writing and shall be addressed as follows to the person entitled to receive the same:


If to Borrower:


734 Citrus Holdings, LLC
734 LMC Groves, LLC
734 Co-op Groves, LLC
734 BLP Groves, LLC
734 Harvest, LLC
590 Madison Avenue, 26th  Floor
New York, New York 10022
Attn: Mr. Remy W. Trafelet









With copy to:
Shumaker,  Loop  & Kendrick, LLP Bank of America Plaza
101  East Kennedy Blvd., Suite 2800
Tampa, Florida 33602
Attn: Timothy M. Hughes




If to Lender:


Prudential Mortgage Capital Company, LLC
801 Warrenville Road, Suite 150
Lisle, Illinois  60532-1357
Attn: Investment Manager
Reference Loan Numbers: 717610613, 717610637
and 717610638


With copy to:


Prudential Mortgage Capital Company, LLC
201 S. Orange Avenue, Suite 795
Attn: Investment Director
Reference Loan Numbers: 717610613, 717610637
and 717610638






With copy to:


Prudential Asset Resources, Inc.
2100 Ross Avenue, Suite 2500
Dallas, Texas  75201
Attn: Legal Department
Reference Loan Numbers: 717610613, 717610637
and 717610638








Any notice shall be sent (a) by depositing it with the United States postal service, or any official successor thereto,  certified  or registered mail, return receipt requested, with  adequate postage prepaid; (b) by depositing it with a reputable overnight courier service from whom a receipt is available; or ( c) by personal delivery, provided  a signed receipt is obtained.   Each notice shall be effective three (3) Business Days after being so deposited in the case of (a) above, one ( 1) Business Day after being so deposited in the case of (b) above or upon delivery in the case of item (c) above, but the time period in which a response to any notice must be given or any action taken with respect thereto shall commence  to run from  the  date of receipt   of the notice by the addressee thereof, as evidenced by the return receipt.  Rejection or other refusal by







the  addressee  to accept  or  receipt  the  delivery,  or the  inability  to  deliver  because  of  a changed address  of which  no notice  was  given,  shall be deemed  to be the receipt  of the notice  sent.   Any party  shall have the right  from time to time to change the address or individual's attention  to which notices to it shall be sent and to specify up to two (2) additional addresses to which copies of the notices to it shall be sent by giving the other party hereto at least ten (10) days' prior notice thereof.


Section 9.4      Intentionally deleted.


Section 9.5      Applicable Law.  This Agreement, and each of the Loan Documents and transactions contemplated herein (unless specifically stipulated to the contrary in such document) shall be governed by and interpreted in accordance with the laws of the State of Florida.


Section 9.6      Time of the Essence. Time is of the essence of this Agreement, the Note and the other Loan Documents.


Section 9. 7      Headings.     The  headings  in  this  Agreement  are  intended  to  be  for convenience  of reference  only,  and  shall not  define  or  limit  the  scope, extent or  intent  or otherwise affect the meaning of any portion hereof.


Section 9.8      Severability.   In case any one or more of the provisions contained in this Agreement, the Note or the other Loan Documents shall for any reason be held to be invalid, illegal or unenforceable  in any respect, the same shall not affect any other provision  of this Agreement, the Note or the other Loan Documents, but this Agreement, the Note and the other Loan Documents shall be construed as if such invalid or illegal or unenforceable provision had never  been contained  therein;  provided, however,  in  the  event  said matter would  be  in the reasonable opinion of the Lender adversely affect the rights of the Lender under any or all of the Loan Documents, the same shall be an Event of Default.


Section 9.9      Counterparts.     This  Agreement  may  be  executed  in  any  number  of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.


Section 9 .10    Conflict.    In  the  event  any  conflict  arises  between the  terms  of  this Agreement and the terms of any other Loan Document, the terms of this Agreement shall govern in all instances of such conflict.


Section 9.11    Term.  The term of this Agreement shall be for such period of time until the  Loan, the Note,  and  all renewals, replacements, modifications,  extensions, increases  and amendments of any of the foregoing have been repaid in full.




Section 9.12    Expenses.   The Borrower agrees, whether or not the transactions hereby contemplated shall be consummated, to pay and save Lender harmless against liability for the payment of documentary stamp taxes, intangible tax, all out-of-pocket expenses arising in connection with this transaction and all taxes, together in each case with interest and penalties, if any,  which  may  be  payable  in  respect  of the  execution,  delivery  and performance  of  this
Agreement   or the  execution,   delivery,   acquisition   and  performance   of the Note  (including   any renewal,    extension,    substitution    or   replacement    thereof)    issued   under   or  pursuant    to   this Agreement    (excepting   only   any  tax   on  or  measured    by  net  income   of  Lender   determined substantially   in the same  manner,  other  than the rate of tax,  as net income  is presently  determined under   the  Federal   Internal   Revenue   Code),   all  printing    costs   and  the  reasonable    fees   and expenses  of any special  counsel  to 







Lender  in connection  with this Agreement  and any subsequent modification   thereof  or  consent  thereunder.   The obligations   of Borrower  under this Section  shall survive  payment  of the Note.


Section 9.13     Joint    and   Several    Liability.       Each    entity    within   the   definition     of "Borrower"    shall  be  jointly    and   severally   liable   hereunder,    each   covenant,   representation, undertaking   and provision   of this  Agreement   shall  apply  to each  of such entities  separately   and collectively.


Section 9 .14    Successors   and  Assigns.  All covenants   and  agreements  in this Agreement contained  by or on behalf  of either  of the parties  hereto  shall  bind  and inure to the benefit  of the respective   successors   and  assigns  of the  parties  hereto  whether   so  expressed  or not;  provided, however,  this clause shall  not by itself  authorize,  any delegation   of duties  by the Borrower  or any other  assignment  which  may be prohibited  by the terms  and conditions  of this Agreement.


Section 9 .15    Further  Assurances.   The  Borrower   shall,  from  time  to time,  execute   such additional   documents  as may reasonably   be requested   by the  Lender  or the counsel,  to carry  out and fulfill the intent and purpose  of this Agreement  and the Loan Documents.


Section 9 .16    No  Third  Party  Beneficiaries.   The  parties   intend  that  this  Agreement    is solely  for their benefit  and  no Person  not a party  hereto  shall  have  any rights or privileges   under this Agreement  whatsoever   either  as the third party beneficiary   or otherwise.


Section 9.17     WAIVER    OF  JURY   TRIAL.   THE   BORROWER    HEREBY   AGREES TO  WAIVE  ITS  RIGHTS   TO  A  JURY  TRIAL  OF  ANY  CLAIM   OR  CAUSE  OF  ACTION· BASED    UPON   OR   ARISING    OUT   OF   THIS   AGREEMENT,     THE   TRANSACTIONS CONTEMPLATED    BY  THIS  AGREEMENT,    OR  ANY  LOAN  DOCUMENT.   THE  SCOPE OF  THIS  WAIVER   IS  INTENDED    TO  BE  ALL-ENCOMPASSING      OF  ANY  AND   ALL DISPUTES    THAT   MAY   BE  FILED   IN  ANY   COURT   AND   THAT   RELATE   TO   THE SUBJECT   MATTER   OF  THIS   TRANSACTION,     INCLUDING    WITHOUT   LIMITATION, CONTRACT   CLAIMS,   TORT  CLAIMS,   BREACH   OF  DUTY  CLAIMS,  AND  ALL  OTHER COMMON    LAW   AND   STATUTORY     CLAIMS.    THE   BORROWER    ACKNOWLEDGES THAT   THIS  WAIVER   IS  A  MATERIAL    INDUCEMENT    TO  THE  LENDER   TO  ENTER INTO    A   BUSINESS     RELATIONSHIP      WITH    THE    BORROWER.     THE   BORROWER REPRESENTS    AND  WARRANTS    THAT  IT HAS  REVIEWED   THIS  W AIYER  WITH   ITS LEGAL   COUNSEL,   AND  THAT  SUCH  WAIYER  IS KNOWINGLY   AND VOLUNTARILY GIVEN   FOLLOWING    CONSULTATION     WITH   LEGAL   COUNSEL.    THIS   W AIYER    IS IRREVOCABLE,    MEANING   THAT  IT MAY  NOT  BE  MODIFIED,   EITHER  ORALLY   OR IN     WRITING,     AND     THE     WAIVER     SHALL     APPLY     TO    ANY    SUBSEQUENT AMENDMENTS,     RENEWALS,    REPLACEMENTS,     REAFFIRMATIONS,     SUPPLEMENTS OR   MODIFICATIONS     TO   THIS   AGREEMENT,     OR   ANY   OTHER   DOCUMENTS     OR AGREEMENTS     RELATING     TO   THE   TRANSACTIONS      CONTEMPLATED     BY   THIS







AGREEMENT.   IN THE  EVENT  OF LITIGATION,   THIS  AGREEMENT   MAY BE FILED  AS A WRITTEN  CONSENT   TO A TRIAL  BY THE COURT  WITHOUT   A JURY.


Section 9.18    No  Waiver.  No failure or delay on the part  of the Lender in exercising   any right,  power  or remedy  hereunder,   or under the Note  or the  other  Loan  Documents  shall  operate as a waiver  thereof,  nor  shall  any  single  or partial  exercise   of any  such  right,  power  or remedy preclude  any other or further  exercise  thereof  or the exercise  of any other right, power  or remedy hereunder  or thereunder.


Section 9 .19    Entire    Agreement.        Except    as    otherwise     expressly    provided,     this Agreement    and  the  other   Loan  Documents   embody   the   entire   agreement   and  understanding between  the parties  hereto  and  supersede  all prior  agreements   and understandings   relating  to the subject  matter hereof.


IN  WITNESS   WHEREOF,    each  of  the  parties  hereto  has  caused  this  Loan  Agreement   to  be executed,  sealed and delivered,   as applicable,  by their  duly  authorized   officers  as of the Effective Date  first set forth above.


[SIGNATURE AND NOTARY BLOCKS FOLLOW]







"BORROWER"


734 CITRUS HOLDINGS,  LLC,  a Florida limited liability company


By:     /s/ Remy W. Trafelet     
(Signed Name)


As:   Remy W. Trafelet, Manager







"BORROWER"


734 LMC GROVES, LLC, a Florida limited liability company


By:     /s/ Thomas B. Powers      
(Signed Name)


Its:   Thomas Brian Powers, Manager







"BORROWER"


734 CO-OP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Clayton G. Wilson, Manager










"BORROWER"


734 BLP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Clayton G. Wilson, Manager







"BORROWER"


734 HARVEST, LLC, a Florida limited liability company


By:     /s/ Jerry L. Brewer      
(Signed Name)


Its:   Jerry L. Brewer, Manager







"LENDER"


PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC, a Delaware limited liability company


By:     /s/ Charles E. Allison      
(Signed Name)


Its:   Charles E. Allison, Vice President









STATE OF NEW YORK 
S.S.
COUNTY OF NEW YORK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Remy W. Trafelet, the manager of 734 CITRUS HOLDINGS, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person ( ) personally known to me or (x) produced a driver's license issued by New York    , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 22nd day of December, 2012.




                            /s/ Gino Palacios        
Signature of Notary Public)


                 Gino D. Palacios        
(Printed Name of Notary Public)
                                   
My commission expires:     07/11/14    




[NOTARY SEAL]







STATE OF FLORIDA 
S.S.
COUNTY OF HILLSBOROUGH


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Thomas Brian Powers, the manger of 734 LMC GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person ( ) personally known to me or (x) produced a driver's license issued by     Florida    , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 21st day of December, 2012.


           
                              /s/ Kimberly D. McGreal        
Signature of Notary Public)


                 Kimberly D. McGreal        
(Printed Name of Notary Public)
                                   
My commission expires:     12/29/13    




[NOTARY SEAL]









STATE OF FLORIDA 
S.S.
COUNTY OF HILLSBOROUGH


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson, the manger of 734 CO-OP GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person ( ) personally known to me or (x) produced a driver's license issued by Florida, a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 21st day of December, 2012.




                             /s/ Shannon Kalmbach    
Signature of Notary Public)


                 Shannon Kalmback        
(Printed Name of Notary Public)
                                   
My commission expires:     12/05/16    




[NOTARY SEAL]







STATE OF FLORIDA 
S.S.
COUNTY OF HILLSBOROUGH


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson, the manger of 734 BLP GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person ( ) personally known to me or (x) produced a driver's license issued by Florida, a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 21st day of December, 2012.




                        /s/ Shannon Kalmbach    
Signature of Notary Public)


                 Shannon Kalmback        
(Printed Name of Notary Public)
                                   
My commission expires:     12/05/16    




[NOTARY SEAL]







STATE OF FLORIDA 
S.S.
COUNTY OF HILLSBOROUGH


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Jerry L. Brewer, the manger of 734 HARVEST, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person ( ) personally known to me or (x) produced a driver's license issued by     Florida    , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 21st day of December, 2012.


             
                              /s/ Kimberly D. McGreal        
Signature of Notary Public)


                 Kimberly D. McGreal        
(Printed Name of Notary Public)
                                   
My commission expires:     12/29/13    




[NOTARY SEAL]











STATE OF FLORIDA 
S.S.
COUNTY OF ORANGE


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Charles E. Allison, the manger of PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC, a Delaware limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person ( x) personally known to me or ( ) produced a driver's license issued by Florida,  a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 21st day of December, 2012.


             
                              /s/ Diane M. Barnett        
Signature of Notary Public)


                 Diane M. Barnett        
(Printed Name of Notary Public)
                                   
My commission expires:     03/06/16    




[NOTARY SEAL]